Minerals Technologies (MTX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2026, to be held virtually; shareholders of record as of March 24, 2026, are eligible to vote.

• Three main proposals: election of two directors, ratification of KPMG LLP as auditor, and advisory approval of 2025 executive compensation.

• 2025 financial highlights: $2.1B in sales, $287M operating income, $5.52 EPS, and $73M returned to shareholders.

• Growth initiatives included investments in consumer and industrial segments, product innovation, and sustainability-focused product launches.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of Joseph C. Breunig and Kristina M. Johnson as directors for terms expiring in 2029, (2) ratification of KPMG LLP as independent auditor for 2026, and (3) advisory approval of 2025 executive compensation (Say-on-Pay).

• Proxy access allows shareholders owning 3%+ for 3 years to nominate up to 20% of board seats.

• Majority voting standard for director elections; detailed procedures for shareholder proposals and nominations.

Board of directors and corporate governance

• Board consists of 10 members, 9 of whom are independent; average tenure 9.6 years, 50% diverse by gender or underrepresented groups.

• Board committees: Audit, Compensation, Corporate Governance and Nominating—all independent.

• Lead Independent Director structure in place; regular board refreshment with six new directors in the past decade.

• Annual board and committee self-evaluations; director stock ownership requirements enforced.

• Active shareholder engagement program, with 89% of shares contacted and 45% direct feedback in 2025.